Mikey: You make me out a joke to Resnick. Just like you made me out a joke to that girl.

Nicky: Mikey, you’re wrong.

Mikey: And I’d do anything for you. Anything. And unless you’re sick or in trouble, you don’t even know I’m alive.

At the beginning of Elaine May’s third, brilliant picture, Mikey and Nicky, John Cassavetes’ Nicky is holed up in a seedy motel room in Philadelphia, terrified and desperate. He’s in the midst of a nervous breakdown and looks like he’s been up for days with his messy, bed-head hair, handsome, haggard face and wrinkled white dress shirt sticking to his thin frame in an angst-filled, ulcer-ridden sweat. He’s stooped on a dingy bed and staring nervously rat-eyed at the dirty, chain-locked door, hoping no one busts through. He’s got a gun. Of course, he’s got a gun. This place is the kind of fleabag hovel where people shoot through filthy locked doors or bribe front desk clerks who’ll look the other way when an offender blasts through those grungy openings and commits whatever bit of unpleasantness that happens on the other side.

The joint is haunted with the lives of those who hide in the rooms, sitting on bed-bugged blankets full of dope and desperate dreams. Nicky isn’t dreaming, his life is a wide-awake-nightmare. But he does have hope – he hopes to stay alive.

He’s got a good reason to be scared – he’s heard there’s a contract out on him. He calls the buddy he’s known since childhood, Mikey (Peter Falk), and begs for help. Nicky knows Mikey’s going to come up, even if Nicky throws down a towel and nearly knocks Mikey with a bottle. You feel for him. Mickey reassures him, spending the entire movie with his pal. Mikey’s an old friend and Nicky can trust him.

Oh… hold on. Can he? Is he on the level? When you eventually learn that Mikey is not – and you don’t catch this right away – but once you realize that the hitman (played by Ned Beatty) on Nicky’s trail is being aided along by Mikey, you start to piece together that this friend isn’t the one Nicky should have called. You’re on Nicky’s side. You think. But keep watching. No, you’re on both of their sides because what kind of hell are these men trapped within? What kind of life is this? Is Mikey really going to deceive Nicky? Is Nicky maybe a sociopath? Well, nothing is easy in this movie, and certainly nothing as easy as being on one person’s side.

As the night wears on and these two talk, fight, hit each other and reveal more and more about themselves and, to May and her actors’ immense credit, your emotions shift all over the place. Whatever alliances you had, whatever charm you’ve felt from these two guys, all that has been dragged around and sullied, dirtied up like that door in Nicky’s dumpy motel room.

And May shoots it that way, never allowing a glamorous moment to enter the frame (even with gorgeous, through stripped-down cinematography by Bernie Abramson, Lucien Ballard and Victor J. Kemper), even with these two troubled, charismatic men who have their own kind of coarse glamour – you never forget they are often just real crumbs. She throws you in with these characters; you laugh, you’re nervous, you’re even scared about what on earth will happen next, and thus, crafts a film that’s really not one to fit any kind of genre. I guess it’s a dark buddy comedy? Whatever. It doesn’t need to fit a genre – it’s an Elaine May picture.

It’s tactile. Even the betrayal (you feel this in all of May’s pictures – relationships are fraught with them) feels like you can touch it, and you sense the long night go on and on. You can feel the sweat on their faces. You can practically smell the bars they’re drinking in. And yet, you don’t want to get out of this movie, you don’t want to unlock the door and make a run for it. You like (if that is the right word for it) being stuck with these two small-timers, you’re fascinated and drawn to them, and you wonder where this is all going to end … who is going to make it through the night?

Being stuck with these guys – that is the genius of writer-director May, and her actors Cassavetes and Falk. In one night, in the ghostly urban environ of Philadelphia (a decidedly less romantic place than New York City or Chicago or Los Angeles, or at least May shoots it that way – and it looks gloriously grungy), we tag along with two guys who talk in junky beat-up bars and on city buses or in the streets and we are enlivened, anxious, depressed, disturbed and empathetic. By trusting the chemistry and brilliant interplay between Cassavetes and Falk, May not only shows her subjects as flawed, violent, vulnerable, selfish, guilt-ridden and manipulative men carrying around decades of resentment (as many friends do) but men who are always on the precipice of violence – emotional or literal – and violence ready to do them or someone else in. You feel for them at times, but you also feel jangly and uncomfortable watching them – you are waiting for a shoe or two or three to drop. Maybe on Falk’s head.

There’s nothing noble about these guys, just real. When they stop off at Nicky’s mistress’ apartment, Nicky spouts some hollow “I love you” line so he can be intimate with her (though it doesn’t seem very intimate) on the floor, while Mikey’s hunched over in her depressing kitchen, waiting for them to finish, and for his turn. When Mikey’s rebuffed, he smacks her. It’s a startling, sad moment – May is not going to give these guys and their toxic behavior too many breaks here. Soon after, Mikey accuses Nicky of setting the scene up to embarrass him; to hurt his male ego. Nicky says something that claims she’s a little crazy and that she needs to be coddled with sweet talk before the act… Nicky says a lot of stuff. It’s all over the place and scary and sad and you’re right there on the street with them. And it’s superbly staged.

What the director and actors are doing here – it’s what people call a “high wire act,” and the artists walk it bravely. And it is, at times, astonishing. Too bad many in 1976 didn’t think much of this movie, as far as I know, or even saw it. It came and went in theaters – not given a chance even to be seen enough by audiences – I have to think many audience members who actually saw the movie could have loved it. The picture is absolutely masterful – a movie that now stands as perhaps one of the most underrated works of the 1970s. (I was thrilled to see Criterion had released a fine edition of the film this year).

This was, I believe, considered a darker turn for May (who started out in the theater and then co-created her pioneering comedy act with Mike Nichols), and who, prior to this, had directed the brilliant comedies A New Leaf, starring Walter Matthau (which she wrote), and The Heartbreak Kid (screenplay by Neil Simon). Though it’s not like those two films were light comedies. Not in the least. She cast herself as the romantic lead ready to be knocked off by Matthau in A New Leaf, and then, in The Heartbreak Kid, she cast her own daughter (Jeannie Berlin) ready to be cut out by her selfish husband (played by Charles Grodin), after one glimpse of Cybill Shepherd on the beach during their doomed Miami Beach honeymoon.

The darkness of those two films (mixed with the bittersweet – your heart breaks for Berlin and the egg salad sandwich on her face, and for the cold break-up she must endure; you fall in love with May’s heiress/ impassioned botany professor), and Mikey and Nicky is distinctly Elaine May (even with Simon writing The Heartbreak Kid, adapted from the Bruce Jay Friedman story). May looks at this crazy world, these relationships we find ourselves in (or create), our betrayals, and the institutions we march through with a jaundiced yet utterly human eye. And it’s funny. But painful. Lovable and utterly horrible. The ending of The Heartbreak Kid is one of the most depressing endings of any “romantic comedy” I’ve ever seen. Like Mikey and Nicky, I am not even sure who I feel sorry for – Grodin’s selfishness and now likely realization of the life he’s going to lead? The first time I saw the end I was just stunned and thought – god, what has this delusional man done? And what a dreadful family. What a pitiful, lost man. And then the movie closes with Grodin quietly humming The Carpenters’ “Close to You” … is he thinking of his time in the car with his ex-wife, Berlin, happily singing the same song together?

May always nails these kind of details with such power and layered meaning. In A New Leaf, there are many moments to discuss, but here’s one I find comic genius: May holding her teacup – that extended moment with the teacup. And the carpet.

When she first meets Matthau who has set his predatory eyes on her as a mousy thing, an easy target – May, sitting at that fancy get-together with that quivering teacup and spilling liquid on that woman’s stupid carpet (you know the scene if you’ve seen the picture), is one, among many moments in which May dissects a detail, whether small, like crumbs rolling off of her dress, or her arm hole/head hole (or large details, like Matthau’s Henry losing all of his money) and, in that, shows us how relationships are messy – quite literally with the tea and the crumbs dribbling all over us. And, maybe, just maybe, Matthau secretly likes that about her (unlike Grodin who is annoyed by everything Berlin does). But we don’t know. It should be easier to know such things but people are prickly and cranky and mean. (I certainly do love that about her in A New Leaf, crumbs and all, but I’m watching a movie).

At the end of the teacup moment, Matthau defends May’s Henrietta about the tea, and it means something to her, even if he’s play-acting (maybe secretly he’s not?). And so, with this, we don’t even know when people actually care, even as we cheer when he tells off at that snooty woman for berating May’s tea sipping and slipping: “Madam, I have seen many examples of perversion in my time but your erotic obsession with your carpet is probably the most grotesque and certainly the most boring I have ever encountered.” Maybe he’s truly sticking up for Henrietta, maybe he just enjoys hollering at the snooty hostess.

In Mikey and Nicky – the sequence that begins with the watch – you see the apologies, the pleas of it’s only a joke, and then the violence erupting. Because people are either full of shit or sincere – we can’t always tell – and that is maddening. In all of her work, May ponders this quandary between men and women and men and men – it doesn’t matter if it’s romantic or platonic – that fractured humanity is all there. And, sometimes, all we can do is nervously laugh.

Mikey and Nicky carries a notorious production history that’s been discussed, sometimes more than the movie itself (and, sadly, used against May). In short, May went over budget, reportedly shot more film than Gone with the Wind and, at one point, was said to have hidden reels somewhere in Connecticut. Before that, May also dealt with studio difficulties with A New Leaf. A New Leaf was even darker and more extended in its original cut, supposedly sheared at the behest of Robert Evans at Paramount, which upset May enough to sue (unsuccessfully) and attempt to remove her name from the film. Either considered too long or too bleak or both, it was cut (and that footage has never been found) leaving a happier ending, however happy you take the conclusion of the picture (Henry almost really does kill her – the last minute change of heart, based on a fern isn’t the strongest indication he’s forever a new man). It’s a testament to May’s genius that the film could work either way.

After Mikey and Nicky, she didn’t direct another film until her vastly underrated, notoriously maligned, but hilarious and smart Ishtar (starring Warren Beatty and Dustin Hoffman, written by May) came out in 1987. To discuss Ishtar (also about the relationship of two men) requires a separate essay (here’s a great one from the New Beverly by Garret Mathany), but I will say – I am glad this movie found a cult and is finally not just loved and respected by more viewers and critics than before, but now actually, seen. And this line, uttered by Beatty to a suicidal Hoffman: “Hey, it takes a lot of nerve to have nothing at your age. Don’t you understand that? Yeah, most guys would be ashamed, but you’ve got the guts to just say, ‘The hell with it.’ You say that you’d rather have nothing than settle for less. Understand?” It always makes me laugh and moves my heart, simultaneously.

“Why should the public be concerned what the budget of a movie is? Coca-Cola financed the movie. It’s not as if Coca-Cola was going to give that money to the people of America rather than spend it. People are very reflexive. You can just say a name and people will laugh or chuckle or snicker or whatever they do. But if all the people who were snickering had seen ‘Ishtar,’ it would’ve been a big hit.”

Indeed. It sure would have.

The absence of May as a director is something much discussed – and much missed (though she is a successful, Oscar-nominated screenwriter and a still working actress – she recently has been nominated for a Tony for her performance in Kenneth Lonergan’s The Waverly Gallery, and in 2016 she directed for television a tribute to Mike Nichols, “American Masters: Mike Nichols”). But the yearning one feels to have some more films directed by Elaine May, brings up questions – and questions relating to sexism in the film industry. Is May not allowed to be exacting or idiosyncratic or whatever she has been called? Male filmmakers are certainly entitled to be just that. Was she punished for Ishtar? A movie that suffered not only bad box office but undeserved, absolutely outsized ridicule (which still baffles me) – that is going to hurt a director. But she should be allowed a failure (in terms of box office) – especially one as actually great as Ishtar.

And she should be judged on the quality, originality, and brilliance of her four directed pictures (which she is, by the plenty of critics and other filmmakers who revere her). It’s a hard business, but from what I’ve read and heard, May does not suffer fools. She’s tough. She’s respected and loved. And four films this excellent – that’s impressive (I can think of filmmakers with much longer resumes and bigger hits who don’t hold a candle to May. Many of us can).

So that tough world of Mikey and Nicky – I was told by an actor/director recently who worked with her, praising her – that was not altogether foreign to her. And that she was damn tough herself. I don’t know if Richard Burton was terrified of her (That he’d fall in love? That she’d outwit him?) when I read this quote from him, it’s stuck with me: “Elaine was too formidable, one of the most intelligent, beautiful, and witty women I had ever met. I hoped I would never see her again.”

God, we always want to see Elaine May again. In anything. In Woody Allen’s Small Time Crooks (she is the best thing about the film), in later interviews with Mike Nichols, in an AFI tribute to Warren Beatty where she gives a perfectly timed, hilarious and loving speech to Beatty. On the stage.

Back to the film I’m discussing – Mikey and Nicky ends as you might expect it to and yet, it feels totally surprising – this rush of emotion you feel as Nicky bangs on Mikey’s much nicer door – nicer than the one in his crappy motel room. He’s yelling in misery: “Mikey, you son of a bitch! You bastard! You bastard! Mikey!” His life is nearly over and damn, you really feel it. You believe it. You believe every second of this movie.

A line uttered earlier by Mikey is now, not so much funny as more awfully prophetic, circling back to desperate Nicky screaming at his door: “It’s very hard to talk to a dead person. I have nothing in common.” Maybe Mikey’s telling himself that at this anguished moment. Maybe not.

May isn’t going to end this movie easy. While grooving on the very human rhythms of Cassavetes and Falk, May shows their explosions of violence, and sometimes allows it to play as darkly humorous, at least for a moment, until you’re taken aback and saddened by the needlessness of it all. It’s painful and poignant and challenging and funny and finally, heartbreaking. It’s one of Elaine May’s greatest movies. But, then, to me, she doesn’t have a bad one.